END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY BEFORE USING THE PCS BALANCING SYSTEM PLATFORM
This EULA is a legal agreement between you (“You” or “Licensee”) and Joint Trade Associations (Contracts) Ltd trading under the brand name of Material Focus (Material Focus) in connection with the Licensee’s license (the “Software License”) to use the WEEE Schemes Forum PCS Balancing System Platform(the “Software Product”) on the terms and conditions contained in the Software Product and under this EULA.
The Software Product may include associated software components, media, printed materials and “online” or electronic documentation. By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software Product.
The Software Product is protected by copyright and trademark laws and related international treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold.
USE OF SOFTWARE PRODUCT
As the Licensee, you have the right to use the Software Product (together with any renewals thereof, the “Software License Term”) in accordance with the terms of this EULA.
INTELLECTUAL PROPERTY
All rights, title and interest in the Software Product belong to and shall remain vested in WEEE Schemes Forum Limited and is managed by Material Focus who is authorised to grant licences to use the Software Product under the terms of this EULA. You acquire no rights in the Software Product except where expressly granted in this EULA.
You have no right to access the Software Product in source code form or in unlocked coding or with comments.
You shall not: (a) attempt to copy, duplicate, modify download, display, transmit or distribute any portion of the Software Product; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form any of the Software Product, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or (c) use the Software Product to provide services to third parties; or (d) transfer, temporarily or permanently, any of your rights under this agreement; or (e) attempt to obtain, or assist others in obtaining, access to the Software Product, other than as provided in this EULA. Unauthorized use may subject you to severe civil and criminal penalties.
Except as expressly stated herein, this EULA does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software Product.
YOUR OBLIGATIONS
You shall:
that authorised users of the Software Product keep a secure password for their use of the Software Product, that such password shall be changed at regular intervals in accordance with good industry practice
disable any authorised user's access to the Software Product promptly upon termination or suspension of such authorised user's employment or services contract
maintain a written, up-to-date list of current authorised users and promptly provide such list on request to Material Focus;
Neither you nor any authorised users shall access, store, distribute or transmit any viruses, or any material during your use of the Software Product that
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images
promotes unlawful violence
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
in a manner that is otherwise illegal or causes damage or injury to any person or property
CONTRACTS WITH THIRD PARTIES
You acknowledge that the Software Product may enable or assist you or any authorised users to access the website content of, correspond with, and purchase and/or sell products and services from and/or to, third parties via third-party websites and that you do so solely at your own risk. Material Focus makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you or any authorised user (as the case may be), with any such third party. Any contract entered into and any transaction completed via any third-party website is between the you or any authorised user (as the case may be), and the relevant third party, and not Material Focus.
DATA
All rights, title and interest in your organisation’s data that you enter into the Software Product (“Input Data”) belongs to and shall remain vested in you. It is your responsibility to keep copies of your Input Data and to take copies of any data generated from your Input Data through your use of the Software Product (“Output Data”). You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Input Data and any Output Data.
You hereby grant to Material Focus a perpetual, transferable, irrevocable licence to store, manipulate, transmit, copy, display, sub-license or otherwise utilise your Input Data and any Output Data in anonymised form for any purpose not restricted to the performance of this EULA, including but not limited to providing industry and sector based benchmarking to third parties.
You acknowledge that continued use of the Software Product by you shall constitute acceptance of the quality of the data captured and/or calculation output via the Software Product.
WARRANTY
Material Focus warrants that it shall provide the Software Product in accordance with generally accepted applicable industry standards. The sole remedy for breach of the aforementioned warranty shall be re-performance of the particular service giving rise to the breach.
The software product is provided “as is”, without warranty of any kind. Material Focus and/or its suppliers hereby disclaim all warranties and conditions with regard to the software product, whether express or implied, written or oral, including without limitation, any warranties of merchantability, fitness for a particular purpose, title and non-infringement, arising from a course of dealing, or that the software product will not contain technical inaccuracies and be error free and/or be free from viruses and other vulnerabilities
In addition, Material Focus is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet,
Material Focus and/or its suppliers may make improvements and/or changes in the products and/or the programs described herein at any time.
LIMITATION OF LIABILITY
Material Focus do not exclude or limit liability for death or personal injury resulting from negligence, fraud or any other liability which may not by applicable law be excluded or limited. Subject to the foregoing, in no event shall Material Focus or its content providers be liable (whether for breach of contract, negligence or for any other reason), for any indirect, consequential or special loss, however arising and Material Focus’s liability to the Licensee, whether in contract, tort or otherwise, is limited to £100 (one hundred pounds), if any, paid by the Licensee to Material Focus when the liability occurs.
EXPORT CONTROL
The Material Focus domain, the Software Product, and any associated services may use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union.
The European Union and the United States also maintain a list of countries which are subject to trade embargoes (“Embargoed Countries”) and lists of nationals or residents thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (“Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software Product, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. You also warrant that you will not use the Software Product for any purposes prohibited by law.
TERMINATION AND SUSPENSION
Material Focus may suspend or withdraw or restrict the availability of all or any part of the Software Product for business and operational reasons. Material Focus will try to give you reasonable notice of any suspension or withdrawal.
Material Focus may terminate this EULA with immediate effect by giving written notice to you if you commit a material breach of this EULA and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
ASSIGNMENT, COMMUNICATIONS, GOVERNING LAW, AND DISPUTE RESOLUTION
You shall not be entitled to assign this EULA or any rights hereunder. Any assignment made in violation of this provision shall be wholly void and invalid, the assignee shall acquire no rights whatsoever, and Material Focus shall not recognize, nor shall it be required to recognize, the assignment.
Material Focus shall be entitled to sub-contract any of its and their obligations and to assign any of its and their rights under this EULA without requiring consent. Please contact Material Focus at the address set forth in the Software Product if you have any legal issues, questions or problems with this service.
The governing law of this EULA shall be that of England and Wales excluding: (i) its conflicts of laws principles; and (ii) the United Nations Convention on Contracts for the International Sale of Goods. In the event of a dispute arising out of or relating to this EULA, including any questions regarding its existence, validity or termination, the dispute shall be referred to and finally resolved by arbitration in accordance with the UNCITRAL Arbitration Rules.
The appointing authority shall be the London Court of International Arbitration and the number of arbitrators shall be one (1). The arbitrator shall have background and experience relevant to the transaction formalized in this EULA. The arbitration shall be a confidential proceeding, closed to the general public, and will take place in London, England.
The language to be used in the arbitral proceedings shall be English. The decision rendered by the arbitrator will be binding upon the parties.